New Fortress Energy to Acquire Golar LNG Partners LP
13 Enero 2021 - 7:54AM
January 13, 2021 – Golar LNG Partners LP
(Nasdaq: GMLP) (“GMLP”) today announced that it has entered into an
agreement and plan of merger with New Fortress Energy Inc. (Nasdaq:
NFE) (“NFE”).
Under the merger agreement, NFE has agreed to
acquire all of the outstanding common units and general partner
units of GMLP for $3.55 per unit in cash for a total purchase price
of $251 million equity value. In connection with the transaction,
GMLP’s incentive distribution rights will be cancelled. The Series
A preferred units of GMLP will remain outstanding.
The consideration to be received by GMLP common
unitholders represents a 27% premium to the closing price of GMLP’s
common units of $2.79/unit on January 12, 2021, and a 37.5% premium
to the volume weighted average closing price of GMLP’s common units
for the 20-trading day period ended January 12, 2021.
GMLP’s Board of Directors, acting upon the
recommendation of the Conflicts Committee of the Board of Directors
of GMLP (the “Committee”), unanimously approved the proposed
transaction with NFE and recommended that the GMLP unitholders
approve the transaction. The closing of the transaction is subject
to the approval by the holders of a majority of GMLP’s outstanding
common units, the receipt of certain regulatory approvals and third
party consents and other customary closing conditions, and is
expected to occur in the first half of 2021. Golar LNG Limited,
which owns approximately 30.8% of the issued and outstanding common
units of GMLP, as well as the general partner of GMLP, has entered
into a support agreement with NFE committing to vote its common
units in favor of the transaction.
Commenting on the transaction, Chairman of GMLP,
Tor Olav Troim said: “The sale of Golar Partners comes after an
extensive search for strategic alternatives, and is an attractive
solution for GMLP that creates immediate additional value for GMLP
stakeholders.”
Deutsche Bank Securities Inc. is acting as
financial advisor to the Committee, Akin Gump Strauss Hauer &
Feld LLP is acting as the Committee’s legal advisor, and Baker
Botts L.L.P. is acting as Golar LNG Limited’s legal advisor.
FORWARD LOOKING STATEMENTS
This press release contains certain
forward-looking statements concerning future events.
Forward-looking statements include, without limitation, any
statement that may predict, forecast, indicate or imply future
results, performance or achievements, and may contain the words
“believe”,“anticipate”, “expect”, “estimate”, “project”, “will be”,
“will continue”, “will likely result”, “plan”, “intend” or words or
phrases of similar meanings. Such statements are generally not
historical in nature and specifically include statements about
GMLP’s plans, strategies, business prospects and changes and trends
in the business in which it operates. Forward-looking statements in
this press release include statements relating to NFE’s proposed
acquisition of GMLP, the expected benefits of the transaction, the
timing of the closing thereof and other statements that are not
historical facts. These statements involve known and unknown risks
and are based upon a number of assumptions and estimates that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond GMLP’s control. Actual results may differ
materially from those expressed or implied by such forward-looking
statements. New factors emerge from time to time, and it is not
possible for GMLP to predict all of these factors. Further, GMLP
cannot assess the impact of each such factor on its business or the
extent to which any factor, or combination of factors, may cause
actual results to be materially different from those contained in
any forward-looking statement.
Specific factors that could cause actual results
to differ from those in the forward-looking statements include, but
are not limited to: (i) changes in federal, state, local and
foreign laws or regulations to which NFE or GMLP is subject; (ii)
the risk that the proposed transaction may not be completed in a
timely manner or at all; (iii) GMLP’s ability to receive, on a
timely basis or otherwise, the required approval of the proposed
transaction by its common unitholders; (iv) the possibility that
competing offers or acquisition proposals for GMLP will be made;
(v) the possibility that any or all of the various conditions to
the consummation of the GMLP transaction may not be satisfied or
waived, including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such approvals);
and (vi) other risk factors identified herein or from time to time
in GMLP’s periodic filings with the SEC. These factors are not
necessarily all of the important factors that could cause actual
results to differ materially from those expressed in any of GMLP’s
forward-looking statements. Other known or unpredictable factors
could also have material adverse effects on future results.
GMLP does not intend to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in GMLP’s expectations with respect
thereto or any change in events, conditions or circumstances on
which any such statement is based.
Golar LNG Partners LPHamilton, BermudaJanuary
13, 2021Questions should be directed to:c/o Golar Management Ltd -
+44 207 063 7900Karl StauboStuart Buchanan
This information is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act
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